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“Person” setting anybody, firm, partnership, limitedpartnership, limited-liability company, joint venture, connection, faith, property, Governmental Organization, association, firm, unincorporated team or other entity. “Mother Issue Adverse Impression” form anyeffect, change, enjoy, thickness otherwise advancement who does reasonably be expected to stop, otherwise materially upset or decelerate, the art of Father or mother otherwise Merger Sub to help you consummate the new Merger otherwise the most other Transactions otherwise perform one ofits loans less than that it Contract. “Hired Real-estate”form the leasehold or subleasehold properties or other contractual rights so you can fool around with otherwise inhabit any home (in addition to, on the avoidance of question, pursuant to virtually any surface rent), houses, structures, advancements, fittings and other demand for realproperty kept by Business otherwise any kind of its Subsidiaries to own (a) people store with modified operating money over $step three,100,100000 to your one year concluded August 29, 2024 otherwise (b) anynon-merchandising studio over 25,100000 sqft. “Intervening Feel” function one issue feel, advancement oroccurrence which had been not known for the Team Board as the of your own date hereof (or, when the understood, the effects of which were not proven to or reasonably foreseeable because of the Company Panel at the time of the brand new date of the Arrangement) and you will gets recognized to the fresh CompanyBoard following date hereof and you will ahead of the Organization Shareholder Acceptance; considering, although not, one to inside the no feel should the brand new acknowledgment, lifestyle otherwise terms of an acquisition Offer otherwise any count related thereto or outcomes thereofconstitute or be considered to be an Intervening Knowledge. “Indemnified Team” function different people that is today, otherwise has been at any time ahead of the time hereof, or which becomes prior tothe Energetic Day (a) a movie director, movie director or officer of your Organization or any of their Subsidiaries or (b) a movie director or director serving in the request away from, or else on the part of, the firm otherwise any one of the Subsidiaries to the a section ofdirectors otherwise comparable ruling system of every member of the brand new VPMC Category (leaving out, to the protection away from doubt, the newest people in the new Sales Committee inside their capabilities as a result). “ERISA Associate” form any organization that’s an associate away from (a) a controlled set of firms (since the defined inSection 414(b) of your own Code), (b) a small grouping of trades otherwise enterprises below common manage (because the laid out within the Part 414(c) of one’s Password) or (c) a connected solution class (because the outlined less than Section 414(m) of your Code or even the regulationsunder Area 414(o) of your own Code), any kind of which has or integrated the company or any of its Subsidiaries.
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